To
the extent permitted by the 2007 Video Services Providers Act, the
City Council of the City of Valley Park, Missouri, hereby ratifies
all existing agreements, franchises, code provisions and ordinances
regulating cable television operators and other video service providers,
including the imposition of a franchise fee of five percent (5%) imposed
on the gross revenues of all such providers and further declares that
such agreements, franchises and ordinances shall continue in full
force and effect until expiration as provided therein or until pre-empted
by the issuance of video service authorizations by the Missouri Public
Service Commission or otherwise by law, but only to the extent of
said pre-emption.

It shall be unlawful for any person to provide video services, as defined in Section 610.010 hereof, within the City without either an agreement, franchise or ordinance approved by the City or a video service authorization issued by the Missouri Public Service Commission.

A pro rata portion of all revenue derived, less refunds, rebates
or discounts, by a video service provider for advertising over the
video service network to subscribers, where the numerator is the number
of subscribers within the City and the denominator is the total number
of subscribers reached by such advertising; but gross revenues do
not include:

Amounts billed to subscribers to recover taxes, fees or surcharges
imposed on subscribers or video service providers in connection with
the provision of video services, including the video service provider
fee authorized herein;

Charges for services other than video service that are aggregated
or bundled with amounts billed to subscribers, provided the video
service provider can reasonably identify such charges on books and
records kept in the regular course of business or by other reasonable
means. Except with respect to the exclusion of the video service provider
fee, gross revenues shall be computed in accordance with generally
accepted accounting principles.

The provision of video programming provided through wireline
facilities, without regard to delivery technology, including Internet
protocol technology, whether provided as part of a tier, on demand
or a per channel basis, including cable service as defined by 47 U.S.C.
Section 522(6), but excluding video programming provided by a commercial
mobile service provider defined in 47 U.S.C. Section 332(d) or any
video programming provided solely as part of and via a service that
enables users to access content, information, electronic mail or other
services offered over the public Internet.

The right of a video service provider or an incumbent cable
operator that secures permission from the Missouri Public Service
Commission pursuant to Sections 67.2675 to 67.2714 to offer video
service to subscribers.

Wireline facilities or any component thereof that deliver
video service, without regard to delivery technology, including Internet
protocol technology or any successor technology. The term "video service
network" shall include cable television systems.

The name, title, address, telephone number, e-mail address and fax
number of individual(s) authorized to serve as the point of contact
between the City and the provider so as to make contact possible at
any time (i.e., twenty-four (24) hours per day, seven (7) days per
week); and

A video
service provider shall not deny access to service to any group of
potential residential subscribers because of the race or income of
the residents in the area in which the group resides. A video service
provider shall be governed in this respect by Section 67.2707, RSMo.
The City may file a complaint in a court of competent jurisdiction
alleging a germane violation of this Subsection, which complaint shall
be acted upon in accordance with Section 67.2711, RSMo.

A video
service provider shall comply with all Federal Communications Commission
requirements involving the distribution and notification of emergency
messages over the emergency alert system applicable to cable operators.
Any video service provider other than an incumbent cable operator
serving a majority of the residents within a political subdivision
shall comply with this Section by December 31, 2007.

A video
service provider shall, at its sole cost and expense, indemnify, hold
harmless and defend the City, its officials, boards, board members,
commissions, commissioners, agents and employees against any and all
claims, suits, causes of action, proceedings and judgments (claims)
for damages or equitable relief arising out of:

Failure to secure consents from the owners, authorized distributors
or licenses or programs to be delivered by the video service network.
Such indemnification shall include, but is not limited to, the City's
reasonable attorneys' fees incurred in defending against any such
claim prior to the video service provider assuming such defense. The
City shall notify the provider of a claim within seven (7) business
days of its actual knowledge of the existence of such claim. Once
the provider assumes the defense of the claim, the City may at its
option continue to participate in the defense at its own expense.
This indemnification obligation shall not apply to any claim related
to the provision of public, educational or governmental channels or
programming or to emergency interrupt service announcements.

Each
video service provider shall pay to the City a video service provider
fee in the amount of five percent (5%) of the provider's gross revenues
on or before the last day of the month following the end of each calendar
quarter. The City may adjust the video service provider fee as permitted
in Section 67.2689, RSMo.

The
City, not more than once per calendar year and at its own cost, may
audit the gross revenues of any video service provider as provided
in Section 67.2691, RSMo. A video service provider shall make available
for inspection all records pertaining to gross revenues at the location
where such records are kept in the normal course of business.

Those hours during which most similar businesses in the community
are open to serve customers. In all cases the term normal business
hours must include some evening hours at least one (1) night per week
or some weekend hours.

Those service conditions which are within the control of
the video service provider. Those conditions which are not within
the control of the video service provider include, but are not limited
to, natural disasters, civil disturbances, power outages, telephone
network outages and severe or unusual weather conditions. Those conditions
which are ordinarily within the control of the video service provider
include, but are not limited to, special promotions, pay-per-view
events, rate increases, regular peak or seasonal demand periods and
maintenance or upgrade of the video system.

Video service providers shall have trained company representatives
available to respond to customer telephone inquiries during normal
business hours. After normal business hours, the access line may be
answered by a service or an automated response system, including an
answering machine. Inquiries received after normal business hours
shall be responded to, by a trained company representative, on the
next business day.

Under normal operating conditions, telephone answer time by a customer
representative, including wait time, shall not exceed thirty (30)
seconds when the connection is made. If the call needs to be transferred,
transfer time shall not exceed thirty (30) seconds. These standards
shall be met no less than ninety percent (90%) of the time under normal
operating conditions, measured on a quarterly basis.

Standard installations shall be performed within seven (7) business
days after an order has been placed. "Standard" installation are those
that are located up to one hundred twenty-five (125) feet from the
existing distribution system.

Excluding conditions beyond the control of the operator, the video
service provider shall begin working on "service interruptions" promptly
and in no event later than twenty-four (24) hours after the interruption
becomes known. The video service provider must begin actions to correct
other service problems the next business day after notification of
the service problem.

The "appointment window" alternatives for installations, service
calls and other installation activities will be either a specific
time or, at maximum, a four (4) hour time block during normal business
hours. The operator may schedule service calls and other installation
activities outside of normal business hours for the express convenience
of the customer.

If a video service provider's representative is running late for
an appointment with a customer and will not be able to keep the appointment
as scheduled, the customer must be contacted. The appointment shall
be rescheduled, as necessary, at a time convenient for the customer.

Video service providers shall not disclose the name or address of
a subscriber for commercial gain to be used in mailing lists or for
other commercial purposes not reasonably related to the conduct of
the businesses of the video service provider or its affiliates, as
required under 47 U.S.C. Section 551, including all notice requirements.
Video service providers shall provide an address and telephone number
for a local subscriber to use without toll charge to prevent disclosure
of the subscriber's name or address.

Each video service provider shall implement an informal process for
handling inquiries from the City and customers concerning billing
issues, service issues and other complaints. If an issue is not resolved
through this informal process, the City may request a confidential
non-binding mediation with the video service provider, with the costs
of such mediation to be shared equally between the City and the video
service provider.

In the case of repeated, willful and material violations of the provisions
of this Section by a video service provider, the City may file a complaint
on behalf of a resident harmed by such violations with Missouri's
Administrative Hearing Commission seeking an order revoking the video
service provider's Public Service Commission authorization. The City
or a video service provider may appeal any determination made by the
Administrative Hearing Commission under this Section to a court of
competent jurisdiction which shall have the power to review the decision
de novo. The City shall not file a complaint seeking revocation unless
the video service provider has been given sixty (60) days' notice
to cure alleged breaches but has failed to do so.

Any
PEG channel that is not substantially utilized by the City may be
reclaimed and programmed by the video service provider at the provider's
discretion. If the City finds and certifies that a channel that has
been reclaimed by a video service provider will be substantially utilized,
the video service provider shall restore the reclaimed channel within
one hundred twenty (120) days. A PEG channel shall be considered "substantially
utilized" when forty (40) hours per week are locally programmed on
that channel for at least three (3) consecutive months. In determining
whether a PEG channel is substantially utilized, a program may be
counted not more than four (4) times during a calendar week.

The
operation of any PEG access channel and the production of any programming
that appears on each such channel shall be the sole responsibility
of the City or its duly appointed agent receiving the benefit of such
channel and the video service provider shall bear only the responsibility
for the transmission of the programming on each such channel to subscribers.
The City must deliver and submit to the video service provider all
transmissions of PEG content and programming in a manner or form that
is capable of being accepted and transmitted by such video service
provider holder over its network without further alteration or change
in the content or transmission signal. Such content and programming
must be compatible with the technology or protocol utilized by the
video service provider to deliver its video services. The video service
provider shall cooperate with the City to allow the City to achieve
such compatibility.

The
City shall make the programming of any PEG access channel available
to all video service providers in a non-discriminatory manner. Each
video service provider shall be responsible for providing the connectivity
to the City's or its duly appointed agent's PEG access channel distribution
points existing as of August 27, 2007. Where technically necessary
and feasible, video service providers shall use reasonable efforts
and shall negotiate in good faith to interconnect their video service
networks on mutually acceptable rates, terms and conditions for the
purpose of transmitting PEG programming. A video service provider
shall have no obligation to provide such interconnection to a new
video service provider at more than one (1) point per headend, regardless
of the number of political subdivisions served by such headend. The
video service provider requesting interconnection shall be responsible
for any costs associated with such interconnection, including signal
transmission from the origination point to the point of interconnection.
Interconnection may be accomplished by direct cable microwave link,
satellite or other reasonable method of connection acceptable to the
person providing the interconnect.

The
franchise obligation of an incumbent cable operator to provide monetary
and other support for PEG access facilities existing on August 27,
2007 shall continue until the date of franchise expiration (ignoring
any termination by notice of issuance of a video service authorization)
or January 1, 2012, whichever is earlier. Any other video service
provider shall have the same obligation to support PEG access facilities
as the incumbent cable operator, but if there is more than one (1)
incumbent, then the incumbent with the most subscribers as of August
27, 2007. Such obligation shall be prorated, depending on the nature
of the obligation, as provided in Section 67.2703.8, RSMo. The City
shall notify each video service provider of the amount of such fee
on an annual basis, beginning one (1) year after issuance of the video
service authorization.